A murky haze nestled among the dense clumps of dun colored foliage in the southern reaches of the Haysead Swamps, obscuring vision beyond a pony length away for the two scrawny unicorns. They sat back to back in the mud beneath a pair of bat winged contraptions that had been propped up on half rotted tree branches to provide them with a modicum of shelter from the constant drip of moisture from the low, yellow grey clouds overhead.

All around them, the vine choked, twisted outlines of trees echoed with unidentifiable animal calls, along with the ever present sound of water spattering on leaves. A quartet of spent rocket motors lay discarded in a nearby puddle, their payload of magical fire long since burned out leaving them cold, hollow shells.

Doctor Insanity let out a huff and tried to wipe condensation from his spectacles with a damp, muddy hoofkerchief for the umpteenth time, only succeeding in smearing around the layer of filth already on the lenses as he scowled over his shoulder. "Keep flying, you said. I know where I'm going even in the dark, you said. I should have known not to listen to you. You couldn't find your own rump with a map for a cutie mark. We're miles off course based on my calculations. Miles!"

Professor Destiny snarled back at his brother. "You didn't have any complaints when we passed through Baltimare. Would you rather we'd stopped half way over Horseshoe Bay and spent all night doggie paddling?"

The bespectacled unicorn grimaced petulantly. "It probably would have been less damp and miserable than this. I'm probably going to get trench hoof."

The mustachioed stallion ground his teeth. "You'll get hoof in mouth from me if you don't stop your interminable whining."

Insanity flicked a sodden ear and rolled his eyes. As he opened his mouth to respond, a low, burbling growl sounded from the dripping foliage around them. Both unicorns drew closer together, their eyes going wide as the greyish outline of something serpentine with bat wings rustled the bushes in the mist, clucking to itself.

The ersatz doctor's voice came in a harsh whisper. "P-perhaps it would further behoove us both to be quiet for a while, brother..."

***

Sir Charger stood at parade rest in the waiting room of Fillidelphia General, waiting patiently for Sir Champion to be released. He'd been dispatched with orders from his eternal mistress to relieve his comrade of his escort duty for the pair of unhinged unicorns who'd been responsible for putting two more of his fellow guard ponies in the hospital. In the crook of his wing he carried a bouquet of daffodils and a sympathy card from her solar highness as well.

He turned with perked ears as the double doors swung open, and a pegasus stallion was wheeled out on a wheelchair by a burly earth pony orderly. As soon as they made eye contact, Sir Charger's stoic, royal guard demeanor was put to the ultimate test, as his lips began to squirm and crawl across his muzzle and he fought back the urge to bray with laughter.

The nurse at the front desk had informed him that while his fellow guard pony was otherwise unharmed, the alchemical reaction from the universal solvent solution had done some strange things to the hair follicles of Champion's coat, mane, and tail. Nevertheless, Charger had not been prepared for... for this.

He raised a hoof in a salute to his comrade. "Hello, Champ... you're... you're looking... good..."

Sir Champion scowled a black scowl, or what would have been a black scowl were his coat and plumage not a bright, blaring pink. Any impression of menace his mien would have carried was belied by an overall impression of frizzy fluffiness. He looked like a big, surly plush toy. "Shut up, Charger."

The smirking royal guard craned his neck back and grasped the bouquet in his teeth, a low, hissing snort straining to be set free from his nostrils. He fought back hard against his mirth as he proffered it to his stricken harness partner. Champion took the flowers from him with a growl.

An elderly earth pony mare making her way through the waiting room with her husband at her side turned to the wizened stallion with a fond smile as they passed the two guards by. "Isn't that sweet? That nice soldier is giving his marefriend flowers."

Champion's ears drooped as Charger fell into step beside his wheelchair, the strangled sound of his drawn out snort becoming louder. The pink, frizzy pegasus slouched in the chair and covered his eyes with his hooves. "Shut UP, Charger."

The snowy white stallion cleared his throat, the innocent tone of his voice belied by the battle to stay impassive playing across his features. "I didn't say a thing."

He reached under his wing and produced the card, which he set in his comrade's lap. "Here's a card from her highness. She sends her thanks and her fond regards and hope's you'll soon be in the p-pink of health." He bit his lip and looked away, tears beginning to pool at the corners of his eyes.

Icicles could almost be seen hanging from Champion's voice, as a trail of black smoke started to rise from the fluffy pink puff of his forelock. "Shut... up... Charger..."

The pale plumaged stallion gave a strained cough, forcing himself into a businesslike demeanor. "Moving... moving on to official matters, her highness has also sent me with orders to take over escorting her sponsored team in the Pegathalon."

Champion's expression darkened further, and he took a vehement bite out of his bouquet, chewing and swallowing the succulent blossoms before shaking the remaining stems angrily at his comrade. "Those two maniacs need to be escorted to a dungeon! There have been several incidents that can only be called attacks on the participants of this race, and I'll bet my bottom bit that those two are behind it all."

Charger cocked an eyebrow. "Can you prove these allegations?"

The pink plumaged pegasus bit off a couple more blossoms and fixed his comrade with a wild eyed glare. "Look at me, Charger..."

He jabbed a hoof in the other stallion's face as his snowy features screwed up with repressed laughter. "...and shut up."

He tossed the stems into a waste basket as they rolled out the doors into the clear morning sun. "I'm living proof of those lunatics' shenanigans. How does a cloud that just happens to be in the race course wind up seeded with sovereign glue? The same kind of glue that stuck poor Paladin's hoof to a lit rocket and sent him on a one way trip to traction town."

He pushed himself up out of the wheelchair, his fluffy pink wings flaring for emphasis. "And speaking of rockets, that scaly deer thing from the far east got blown up by a fusillade of the loopty loopin' things over a corn field outside Trotnton. I talked to several eyewitnesses who saw it go down."

Charger swallowed his mirth with difficulty and stroked his chin with a hoof as the orderly gave them a nod and rolled the wheelchair back inside. The snowy pegasus assumed a serious tone of voice. "Sounds like my mission's changing, from escort to arrest."

His comrade gave a strained cough. "Uh, I dunno, Champ. You've been relieved from duty with her highness' well wishes and put on health leave. You should go back home, take some time off, see the wife..."

He cut off as the fluffy pink stallion grasped him by the lapel of his flight suit and pulled him nose to nose. "Do you think I want my wife to see me like this, or her highness, for that matter?"

Charger's lips compressed as another snort pushed against this sinuses. "I've heard pink is one of her highness' favorite colors, maybe she'd... gack."

He was cut off as his furious fellow guard's hooves closed around his throat and started to shake him. "Shhuuuttt uuuup Charrrrgerrrrr!"

The white stallion forced his partner's grip open with difficulty, gasping out in a conciliatory tone. "O-okay, Champ. Okay. N-no need to make ME turn blue. You can come. "

Champion ruffled his bubble gum colored wings and gave his comrade a surly nod. "That's right. Now come on, we should go to the City Guard HQ and get one of the unicorns to cast a Find That Pony spell for us."

The other guard raised an eyebrow as they took to the sky with a downbeat of their wings. "Doesn't that need a personal effect from the pony to be found?"

The pink pegasus furrowed his brow and gave a determined nod. "They've got pieces of the launching apparatus from that cornfield rocket attack. That should be enough, and prove they're guilty when we track 'em down."

His partner's bellow echoed over the streets of Fillydelphia. "ARRGH! SHUT UP CHARGER!"

***

It was afternoon, and the broad, deep green expanses of the upper Haysead Swamps had given way to the rust colored peaks of the Macintosh Hills in the ornate glass windows of the Ambrosia's forward viewing deck. Only a smattering of high class ponies were gathered in the lounge, chatting or sharing drinks at small cafe style tables.

Diamond Tiara stepped through the hatch to her private forward viewing station and closed it behind her. Her fine horseshoes click clacked on the parquet floor as she made her way across the ballroom, her stylish dress swishing around her shapely legs. A mild headache furrowed her pastel pink brow, and she was intent on taking an aspirin and catching a brief nap up in her private suite in the miniature palace adorning the top of the airship's massive silver cylinder.

A squeak of chalk being dragged across slate caused her to wince and cast a venomous glare at the blackboard containing the listing of racers and particularly at the unicorn attendant who was currently updating it. She came to a sudden stop, her eyes going wide as she read the names being struck through.

A clatter of hooves behind him startled the unicorn steward and he wheeled to find himself looking into the panicked features of his company's supreme executrix and princess. He composed himself and gave a deep bow. "Your highness, how might I be of..."

She cut him off, jabbing a hoof at the board. "Shut up, dink. What's this about the LaFish brothers being out of the race?"

He nodded helpfully. "We just got a report in from Baltimare that they were turned over to the authorities this morning. Apparently they attacked the Harmony Aeronautics team but were subdued by Baron Redtail and his retainers. They're officially disqualified, and the royal guard will be questioning them about..."

Diamond Tiara cut him off again, her hoof rising to her throbbing forehead and setting her namesake jewelry askew over a pair of wide, suddenly bloodshot eyes. "HORSEAPPLES! They'll sing like big, greasy canaries!"

Before the unicorn attendant could respond with any further questions she'd galloped from the room, leaving a shocked hush behind her.

***

Lieutenant Lanyard rocked back and forth on his hooves on the bridge, savoring the feeling of everything running smoothly as the crew busied themselves around him with brisk efficiency. Captain Cordwainer had retired for his afternoon nap, leaving him in charge until seven bells. It was a demonstration of the trust the old stallion put in him to keep things ship shape and skyward, a fact that Lanyard took considerable pride in.

Not that he had to do much. The Ambrosia was one of the most modern airships in Equestria, with a well trained, well paid crew who knew what they were doing. It practically ran itself. Of course, it was advisable to keep a weather eye peeled this close to the Badlands, but it had been smooth sailing so far and they were due to moor in Appleloosa the following morning. As long as they stayed on this side of the Macintosh Hills everything would be all right.

The unicorn officer flicked an ear at the sound of the mates calling out by the hatchway. "Owner on deck!"

He turned with a pleasant smile freezing on his face to see Diamond Tiara stomping across the bridge, flushed from running and slightly disheveled with a glazed look in her eyes that didn't bode well at all. He barely had time to gulp loudly before she was on him.

The pink pony princess got right in his face, grasping the lapels of his uniform jacket in her hooves. "Lanyard! I want you to set a course for Mexicolt as fast as you can get this gasbag to go! You got that?"

The lieutenant blinked at her, casting a stunned glance over her shoulder at his equally stunned crew, then back to her. "What?"

She gave him an urgent shake. "Mexicolt! Change of plans! Take us south right now!"

His pupils shrank to pinpricks and jerked fitfully back and forth as he tried to parse this onslaught of demands. "B-but..."

She yanked him closer, her lips curling back in a feral snarl as her eyes sparked like venom dipped diamonds. "The next word out of your stupid mouth better not rhyme with the last two, or so help me I'll see your carcass dumped out of the garbage chute in a potato sack."

He flinched as she brought her lips up close to his laid back ear and spoke in a hissing whisper. "Or maybe you'd rather I arranged for an envelope of photos taken on a certain shore leave in Las Neighgas to be dumped in your fiancee's mailbox..."

The unicorn stallion wilted a little as he locked his glazed eyes on the nervous crew ponies around him. He gave a tremulous clearing of his throat, then called out in a cracking voice. "Helmsman! Hard to port! Spin turbines up to full speed!"

Diamond Tiara gave a nod of satisfaction and shoved away from the numbly staring lieutenant, stumbling a little as the deck beneath her feet canted with the airship's sudden maneuvering. She exited the bridge with a flick of her tail, barely glancing back as the crew set about carrying out Lanyard's unwilling orders.

***

The rain had subsided over the southern Haysead Swamps, opening the sky to a hazy afternoon sun that filled the fetid atmosphere with a clammy heat. In spite of this, the unicorn brothers who sat huddled in the mud beneath their bat winged improvised shelter shivered, as the scaly beast that stalked them moved languidly through the dense undergrowth surrounding them like a hedge maze.

Doctor Insanity whispered to his elder sibling. "What... what do you think it could be?"

Professor Destiny pawed at the ground nervously. "It could be a lot of things. Based on the glimpses I've caught of its wings, odds are it's a cockatrice."

The bespectacled stallion blinked. "A cockawho?"

His brother scowled. "Not a cockatoo, a cockatrice. A winged serpent with a chicken's head."

Insanity gave a soft snort. "That doesn't sound so bad. What does it do, peck you to death?"

Destiny shook his head. "Yes and no. Its beak can shatter stone, which is exactly what it turns you into if you look it in the eyes."

The self styled doctor levitated his spectacles off the bridge of his nose and raised his hooves to cover up his eyes. "It'd probably be a good idea to cover our eyes then."

The Professor nodded, doing the same. "Indeed. The view around here wasn't that pleasant to begin with."

Their ears laid back as the growling of the sinuous beast came closer, accompanied by flapping of its leathery wings. They sat trembling, their hindquarters soggy with lukewarm mud they'd been sitting in since last night, beads of sweat rolling down their faces and grit from their filthy hooves working into the corners of their tightly closed eyes.

After several agonizingly long moments of suspense, Doctor Insanity's tremulous voice sounded in the tense hush. "B-brother. I'm... I think I'm on the verge of becoming h-hysterical."

A note of desperation cracked Professor Destiny's reply. "I... I implore you not to, brother..."

Both unicorns flinched and let out cries of alarm as an exultant voice called out above them. "A HAH! There you are, you black hearted scoundrels!"

A second voice, a bit more level headed sounding than the other spoke up. "I'll get 'em, Champion. You're officially off duty. We should do this by the book."

They felt the impact of heavy hooves on the ground and the downdraft of powerful wings behind them, and let out more screams as a set of rough hooves grasped them each by a shoulder. "I hereby arrest you both in the name of Princess Celestia for crimes against... what the hay is th..."

The rough hoofed pony's voice cut off abruptly as a burbling hiss accompanied by the sound of flapping bat wings and a subtle, crackling sound filled the silence. The unicorn brothers let out a terrified whimper as the grip on their shoulders slipped forward and was gone. Something heavy toppled between them, forcing them apart as it thudded ponderously into the mud they were sitting in.

As they cowered on the ground, their eyes tightly covered by their hooves, the voice above them let out a shriek. "Charger! What happened?"

They felt the impact of another hasty landing, and the sound of hooves scrabbling across stone. "Speak to me Charger! Speak to me!"

Professor Destiny called out to the newcomer. "Cover your eyes if you don't want to be turned to stone too, you dolt!"

They cringed at the sound of an aggressive clucking coming from the inimical creature. They heard a large pony's rump splat down in the mud, followed by heavy, panicked breathing and the nervous rustling of feathered wings.

The two brothers trembled, their skin forming goose pimples beneath their sodden, slicked down yellow coats, and held their own breath as they felt something large and serpentine slither past, winding its way over the stiff, stony figure laying face down in the mud between them.

After an agonizingly long silence, Doctor Insanity's tremulous voice sounded out. "Do... do you think it's still there, brother?"

A third voice rasped out in the muggy stillness. "It... it's curled up in my lap..." The voice became softer, dying back to a whisper. "It's falling asleep..."

The unicorn brothers strained their ears, and presently the sound of a cooing, rattling snore arose over the hush of the misty swamp.

All three ponies swallowed hard, shifted their muddy seats to get as comfortable as they could manage in a dismal bog with a vicious magical predator among them, and settled in for a long afternoon.

***

The long, silvery shape of the Ambrosia coasting across the dusty sky was unlike anything that had been seen in the arid, blasted waste known to pony-kind as the Badlands. In countless nooks, bolt holes, and crevices in the dry, brick colored stone of the jutting, sand worn rock formations, dark things that called the accursed landscape "home" in their chittering language stirred themselves, gazing upward with covetous, faceted eyes. A buzzing began to arise over the howling winds, as a multitude of tattered, membranous wings took their owners skyward toward the gleaming interloper high above.

***

Prince Blueblood relaxed on the brocade cushions of the forward lounge, sipping at a cup of tea with a detached air as his wife frantically galloped in and out of the room in a state of profound agitation, her lavender and pearl streaked hair in disarray and her eyes wild with panic. He calmly rustled the folded newsprint, reading over the latest polo scores in the Canterlot Chronicle, as Diamond Tiara dragged a haphazardly packed suitcase into the middle of the room. It jingled with the sound of bits as she set it heavily down on the plush carpet.

The pastel pink mare ran into her office, and came out with a ledger book clenched in her teeth. This she tossed onto the cold grate of the fireplace. She rounded on him with flashing eyes, stomping a hoof on the plush carpet as she jerked her head toward the cloth bound book. "Blueblood! Make yourself useful for once and light this up with your magic!"

He gave a small shake of his head as he kept his eyes on the polo scores. "Mmm. We'd rather not, if it's all the same to you, darling."

His bride ground her teeth as venom levels went critical in the depths of her eyes. "Why not?"

The unicorn prince gave an airy wave of his horn. "Well, then we'd be an accessory, rather than an innocent bystander."

She took a menacing step towards him. "You can be a chalk outline and a stain on the carpet too, hubby dearest."

He took a sip of tea. "Hmmm. We think extra-national incarceration is the penalty for regicide, dear, and we most certainly wouldn't help you dispose of the evidence in that case."

Diamond Tiara ground her hooves on the carpet as she bellowed in frustration. "Augh! You... are... so... USELESS!"

With a huff, she turned back to the fireplace and picked the ledger back up, getting smears of ash on her cheeks. "Fine! FINE! I'll take these down to the engine room and get rid of them there!"

Blueblood nodded sagely. "Mmm. That might raise some questions from the lads manning the burners."

She started jogging in place, snarling like an angry cat. "Ffffffiine! I'll take it down to the observation deck and toss it out the gosh darned window! Gah, I freaking hate your everlovin' guts!"

With that she wheeled and fled the room. The off white unicorn prince let out a sigh, levitating a flat, silver flask from between the couch cushions and pouring a measure of the amber liquid inside into his tea. He muttered petulantly to himself. "One supposes it's too much to ask her to toss herself out too."

***

The pastel pink princess hurried across the forward ball room with the ledger clenched so tightly in her teeth she was biting through the cardboard covers. Her simmering attention was focused on the hatchway leading to her private viewing chamber at the very prow of the gondola. Ponies in their finery were milling about uncertainly, gazing out the panoramic windows at the rust colored expanse of sand and blasted stone stretching for miles around them.

Fancy Pants stepped toward her with a quizzical expression on his face as she cantered brusquely past him. "I say, your highness, would you happen to know why we're traveling south at such speeds? I was led to believe we'd be heading in a more westerly direction. Perhaps as owner of the ship you'd have some insight into this sudden change in course?"

She snarled out the side of her mouth as she kept a tight grip on the ledger. "Get bent, needle noggin."

With that, she gave a dismissive flick of her tail and doubled her pace, almost breaking into a gallop as she crossed the rest of the way and threw the hatch open, slamming it behind her as she stumbled through.

The imposing unicorn magnate cleared his throat archly as he adjusted his pince nez. "Gracious!"

He shook his head sadly as he turned away. "Well, one supposes a title doesn't confer real class, although I would have expected better manners from a Ponyville filly."

Fancy Pants' head whipped around in alarm at the sound of a piercing scream echoing through the ball room. His eyes widened as he beheld a pack of black armored, insect winged quadrupeds creeping along the surface of the windows on hooves riddled with holes.

***

Diamond Tiara rushed across the small, glass lined space to one of the latches on the windows, which she fumbled to open with shaking hooves, vaguely wondering what everypony was screaming and hollering about in the ballroom behind her. A gout of freezing wind blew in her face, causing her mane to whip about wildly and dislodge her namesake tiara as she screwed her eyes closed against the onslaught of grit that it carried with it. The diamond diadem clattered unheeded on the floor at her hooves.

Squinting to see, she set her fore hooves on the window's edge and tossed the ledger out into the howling space beyond. Blinking and rubbing her eyes with a bent fetlock, she looked down to watch it tumble and vanish against the broad expanse of the Badlands far below.

A rasping, snickering sound beneath her seized her attention, and she found herself staring down into a pair of luminous blue orbs squinting back at her out of a fanged caricature of a pony's face with a jagged blade of a horn jutting from its forehead.

Her shriek was lost on the wind, unheard by the ponies panicking in the ballroom, as she was yanked unceremoniously out the window.

***

Alarm bells clanged and echoed through the halls of the Ambrosia's flight decks as Captain Cordwainer staggered onto the bridge in his shirtsleeves, his tie untied and his cap cocked askew atop his salt and pepper mane. "Lanyard! What in Tartarus' blistering icicles is going on?"

The younger unicorn let out a yelp of dismay as he turned to meet his captain's furious gaze. "We're under attack, sir! Changelings!"

The grizzled earth pony set his hooves on the heaving deck as he surveyed the tumult around him and bellowed out an order. "Seal all ports and engage the lightning grid! Now!"

The bosun gave a nod and shouted into the communication tube to the generator. "Seal ports and engage the lightning grid!"

*** As the orders travelled through the length of the mighty airship, its seasoned crew of ponies hopped to and slammed shut intake ports and windows, at times fending off encroaching changelings with kicks or strikes with gaffs or mop handles.

Deep in the craft's power plant, heavily protected unicorns in rubber booties and goggles threw the switches on a series of heavy duty circuits that connected a large glass sphere containing a roiling, captive black cloud with a metallic grid covering the entirety of the ship. Arcs of blue lighting surged out of the cloud and into electrodes lining the sphere, which in turn sent a crackling charge along the outer surface of the Ambrosia.

Almost as one the black, chitinous creatures keened in agony, hurling themselves away from the airship with smoke trailing from their gap riddled hooves and curses in their inscrutable language pouring from their fanged maws. They tumbled and fled for their hidey holes and lairs in the rocks below, casting reproachful glares past their buzzing wings at the silvery ship above them as it began to lean into a northward turn.

***

Captain Cordwainer rounded on a trembling Lieutenant Lanyard as they brought the airship about, his eyes glinting with fury and his mustache bristling. "Now what in blinking blue blazes is my ship doing over the Badlands, you thundering dunderhead?"

The young stallion's voice was barely above a hoarse whisper as he responded. "J-just following orders, sir."

The captain got in his face, blasting him with halitosis. "WHOSE orders?"

Cordwainer spun away from his junior officer with a growl, rubbing a hoof against his temple. "That mare..."

He rapped a hoof on the deck and gave a nod to his first mate. "Mister Flange! See that her highness is escorted to her quarters, where she shall remain until further notice."

The Captain lashed his tail as the crewpony saluted and trotted off to see to his orders, and stalked past Lanyard muttering under his breath. "I don't care if she does send those Neighgas photos to my wife. This time she's gone too far. I'm going to my cabin to get dressed. You've got the helm, Lanyard, see that we're back on course as soon as possible."

The unicorn officer stood weaving on his hooves, blinking into empty space as Captain Cordwainer stepped through the hatch to the sound of the bosun's whistle. A few moments later, his eyes rolled back into his head and he dropped to the deck like a bag of potatoes.

***

The ponies huddled in the forward ballroom looked expectantly toward the speakers as a calming voice came over the public address system. "Attention please! The changeling attack has been repelled. We are no longer in any danger. The crew are currently on high alert, hard at work on repairing what minimal damage there is and getting the ship back on course. Until such time we ask you to please return to your staterooms until we are back en route to Appleloosa. We apologize for any inconvenience. If you have any questions, the ship steward and his staff will be glad to answer them as he makes the rounds to take your dinner orders. The Royal Blue Airship line thanks you for your cooperation."

Fancy Pants turned to the ponies around him, smiling gallantly at the overwrought mare he was currently supporting. "You see, my dear? I said we'd come out of this all right. Nothing to be afraid of. We're on a top flight ship with a top flight crew."

At the far end of the glass walled ballroom, the hatchway to the private viewing chamber opened, and Diamond Tiara stepped out, adjusting the jeweled diadem on her neatly combed mane as she took a long, appraising look around her. A faint smile flitted across her lips as a greenish glint flickered in the depths of her eyes. "Mmm. Yes, top flight indeed."

The imposing white unicorn spoke up with a jaunty tone of voice as a trio of uniformed ponies stepped through the archway into the ballroom. "And there are some of our heroic protectors now. Lets give them a round of applause, shall we?"

The crewponies nodded and murmured their thanks as the sound of hooves clacking on the parquet floor filled the glass lined space. They fixed their gaze on the pastel pink princess standing at the edge of the crowd, and approached her with stern expressions on their faces.

Their leader gave a deferent bow as she looked at them with a bit of unease in her posture. She gave them a tentative smile. "Er... yes? Can I help you?"

The burly earth pony clicked his hooves on the ballroom floor. "We've been ordered by the Captain to see you to your quarters, your highness. Your husband the prince said you were down here."

The young mare's expression brightened. "Oh! The prince! Wonderful! Yes, well by all means. Take me there at once."

With that, she fell into step with them, a sly smile curling the corner of her mouth as her gaze swept across the finely dressed ponies around her with the faintest hint of hunger flickering greenly in the depths of her eyes.

***

Sir Champion's whole body was beginning to ache from sitting so still for so long, his hooves clamped firmly over his eyes and his back stiff and straight, but he was fairly certain his mind was closer to snapping than any joint or muscle in his body. The dank heat of the Haysead Swamps was oppressive, enhancing the stench of rotting vegetation that hung in the dripping air. He almost envied his petrified comrade Charger's ability to keep still, although to disturb the reptilian horror that snuggled contentedly in his lap would be a quick way to share a similar fate.

The only tiny, whisper thin silver lining to this cloud was that the two crackpot criminal unicorns who'd gotten him and his partner into this were stuck in the same mud puddle he was. It was almost enough to make him giggle. In fact, it did make him giggle, a jolly, bubbly sound from a giddy space that was beginning to form in his head.

His increasingly unhinged musings were dispelled by the sound of thrumming engines overhead, as the cockatrice let out a squawk of alarm and slithered rapidly away with a frantic flapping of its leathery wings. A raspy voice called out from overhead. "Bozz! Bozz! Up here!"

The pegasus stallion tentatively pulled a hoof away from his eye and blinked upward through a blur of grit and tears at a large, black shape hovering above the canopy of the mangroves, a rounded greenish brown head peering out of it through a set of goggles. He heard one of the unicorns climbing to his hooves and calling up in response. "Otto!? How in blazes did you even find us?"

The gravelly reply came over the whirr of propellers. "Wasn't easy! I only spotted yez 'cos of dat pink thing there."

The other unicorn rose and stood by his brother. "Enough! Lower us a ladder so we can get out of here!"

With that, the two sallow faced siblings set about pulling down the half rotted struts holding their flying harnesses overhead and struggling into the bat winged contraptions with the help of their unicorn telekinesis.

Sir Champion tried to lurch to his hooves, falling face down in the mud with his wings splayed out beside him as he discovered his right hind leg had fallen asleep. He dragged himself to a partially upright position, reaching out a shaking hoof as the brothers reared up to catch their fore hooves in the rungs of a dangling rope ladder. "Stop right there! You two are under arrest!"

The clean shaven one looked at him over his mud glazed spectacles with a wry smirk creasing his face. "I don't recall your stony faced friend actually leveling charges, do you, brother?"

The mustachioed stallion replied with a sneer. "No, brother, but that lapse in duty aside he has become a suitable monument to his calling, I daresay."

The bespectacled unicorn gave the furious guard a jaunty wave. "Sorry we can't stay and chat, my good flamingo. Good luck dragging your comrade out on hoof!"

Champion tried to launch after them as they rose skyward, dropping back to the boggy ground as his fluffy, now mud saturated wings failed to provide him sufficient lift. "Get back here you scumbags! I'll show you what I can do with my hooves! Come baaack! Don't leave me heeeere!"

Their scornful laughter echoed over the swamp as they floated away beneath their black zeppelin. Down below, the pink, mud splattered pegasus stallion reared and bucked and frothed at the mouth, hurling invective after them as his stone partner lay silently in the muck at his hooves.

***

A muffled squeak of terror came from under a an elegant throw rug in response to the silvery chime of the royal suite's private elevator. The ornate, gilded doors slid softly open to reveal Diamond Tiara standing inside flanked by two stern faced stewards.

Diamond Tiara's face fell as she saw the large lump quivering on the floor before her with a milky white horn poking through a rent in the silken weave. She cocked a quizzical eyebrow as she stepped forward. "Wh... Who is this?"

Her half murmured question was answered as one of the stewards stepped forward, taking the edge of the carpet in his teeth and flinging it aside to reveal the trembling form of a large, off white unicorn lying on his belly with his hooves over his eyes. Realizing his cover was gone, the blonde maned stallion removed his hooves and popped open one of his slightly bloodshot eyes, taking a wary look around before hastily standing and giving a toss of his head as if a moment earlier he hadn't been cowering under a rug.

The other crew pony patiently cleared his throat as his comrade smoothed the punctured carpet out on the floor. "I trust your highness is unharmed."

He cleared his throat again. "I'm afraid it's my sad duty to inform you that her highness Princess Tiara has been ordered confined to quarters until further notice."

A bleak look washed across the prince's features. "Ah... Too bad. We suppose it can't be helped."

He cast his young wife a glance, cocking a puzzled eyebrow as she gave him a sweet smile.

After an awkward pause steward drew himself up and clicked his hooves together as the other crew pony came around to stand beside him. "Will there be anything else, your highnesses?"

Blueblood gave the pink mare a searching look, then turned a haughty nod toward the stewards. "Not right now, thank you. We'll ring the bell if we need you."

With that, they gave the prince and princess a bow, and stepped into the elevator, leaving them in silence.

As soon as the gilded doors had whispered shut, Diamond Tiara surged forward and threw her forelegs around Blueblood's neck in a warm embrace, planting a kiss on his cheek. "Oh husband! I was so frightened for you! If you'd been hurt by those horrible monsters I don't know what I would ever do!"

The dissolute, off white stallion reared and wheeled, pulling away from her with a high pitched whicker of disgust. "Gah! Get off of me!"

She tried to hold on, her voice rising in dismay. "Darling, what's the matter?"

He shoved her away with his fore hooves, sending her stumbling across the room where she fell over on the brocaded couch with a gasp. Scrambling to a seated position, she brushed a loose lock of her lavender and pearl mane out of her face to see him backed against the fireplace, levitating the poker menacingly toward her in a sparkling cloud of unicorn magic.

The pink mare brought a hoof to her mouth with a fluttering gasp. "H-husband? What are you doing?"

He edged over to the bell rope, enveloping the knot in more of his glimmering telekinesis. "You're one of them, aren't you?"

She let out a sob. "Wh-what? N-no. I'm your be-beloved..."

Her expression darkened as she trailed off, her ears twitching as she looked him over, her face twisting into a grimace of distaste. "Eeugh... No... Not beloved in the least... You... you utterly loathe her, don't you? I can taste it coming off of you in waves."

She slouched with a bitter sigh, running a hoof through her mane and dislodging the tiara perched on her head so that it fell onto the couch with a soft thud. "Just my rotten luck."

The iron poker bobbed in Blueblood's magical grasp as he eyed her warily. "So you admit to being a changeling?"

The image of his young wife drew herself up haughtily. "I'm not just a changeling, you spineless vertebrate, I am the changeling."

Her form suddenly wreathed itself in lurid green flames, burning away the soft pink curves and lavender tresses to reveal a gaunt figure of dull black chitin with a ragged mane of faded blue green. The elegant dress the princess had been wearing now hung loosely, the angular form underneath making sharp creases and peaks in the rich fabric.

Her membranous wings flexed beneath the draping folds of the garment as she gave a toss of her jaggedly curved scimitar of a horn. "Behold and quake in terror, for it is I, Chrysalis, Queen of the Changelings!"

Blueblood lowered the poker as a bemused look settled on his face. "Huh. We always thought you'd be taller..."

The monster queen's face screwed up in bitter chagrin as she huffed and petulantly averted her gaze. She was roughly the size of a filly in her early teens, a dress made for an adult pony mare hanging comically loose on her dwindled, scrawny frame. "Shut up! Times have been hard! I've had to molt a couple of times..."

The unicorn prince found himself needing to suppress a snicker at how squeaky her oddly modulated voice was. She cast him a baleful glare as he brought a hoof to his mouth and gave a snort. She spat on the cushion, staining the brocade brown with acrid spittle. "Oh laugh it up, mammal."

She scowled, her horn flickering to dim life with green sorcery as she manifested a guttering ring around the bell pull. "I don't have to sit here and take this abuse from a simpering, warm blooded milk sucker. Here, let me pull the bell and get this fiasco over with."

Blueblood yanked the cord loose from her sorcerous grasp with a flick of his own horn, a pensive look settling on his aquiline face.

Chrysalis cocked her head and flicked a tapering ear as she looked him over with searching, venom green eyes. "Wh-Why do you hesitate?"

She drew herself up, waving her hole riddled hooves in the air as a bit of wild desperation crept into her expression. "Call them! You'll be doing me a favor!"

She slouched back on the cushion, crossing her jagged forelegs in front of her with a sigh. "After a decade of foiled schemes and starving in the wasteland, getting pinned to a card in a museum exhibit will be a welcome change of pace."

The unicorn lowered the poker, setting it in the rack by the fireplace. He kept his magical hold on the bell pull, as he crossed over to the wet bar. He lifted a pair of snifters from the rack and poured a measure of cognac into both of them.

He looked over his shoulder at the warily crouched changeling monarch. "So... what happened to our wife?"

Chrysalis gave a shrug, her wings shifting the loosely hanging dress over her back. "My minions dragged her back to the hive, where she'll be put to work in the pod chambers. If they can leech any love out of her that'll be an added bonus."

Blueblood gave a snort as he inhaled the aroma of the cognac sloshing in his glass. "We wish them the very best of luck with that."

A look of vindictive satisfaction crossed her blackened features. "Anyway, you won't be seeing her again, that I can promise you, mammal."

He turned to face her with a sly smile on his face, and levitated one of the glasses toward her. "Please, feel free to address us as Prince Blueblood."

A look of profound confusion passed over the changeling queen's face as she pushed the glass away with a perforated hoof. "Uh... n-no thanks. Alcohol makes me spew caustic foam from my splanch."

She cocked her head and gazed at him with her poisonous, slitted eyes. "What... what is this?"

The dissolute unicorn prince floated the glass back to his personal orbit, tipping them both to her with a smug grin on his face. "This, your majesty, is perhaps the beginning of a beautiful relationship."

The characters depicted in this fiction are copyright and trademarks of Hasbro, Inc. This is a work of fan fiction, and the author makes no claim on Hasbro's copyright or trademarks.

This story is set three years after the events described in Windfall -> [link]

Part 29 - Headed SouthProfessor Destiny and Doctor Insanity have a soggy night.Sir Charger meets Sir Champion as he's released from the hospital. Diamond Tiara has some anxious moments. Here be monsters...

This was... this my be one of the best chapters yet! ANd not ONE of the main six even making an appearance! Sweet heavens, that was fantastic! I've never seen someone adapt canon so well before, it's just bloody brilliant. The bits with Charger, Champion and the Flim Flam bros were hilariously ill fated, as usual, and the parts with the changelings were so well written, so well conceived, the imagination that went into remaking Queen Chrysalis so evident!

WHY DO YOU NOT WRITE FOR THE SHOW? WHHHHY? I will PAY to see this story animated. It's too brilliant.

As much as I love the idea of Diamond Tiara getting her just deserts, I highly doubt it will be for long. I can all to well imagine her pulling a Rarity and having the Changelings BEGGING for her to be taken away. She is probobly so hateful, that she might be poision to them.

And when she finally gets back to civilization, if the La Fish brothers did squeal she can always claim that Queen Chrysalis replaced her at some point prior to her hiring them. If Blueblood says "No, dear, she replaced you on the Ambrosia during the Pegathalon, when a Changeling swarm attacked the ship." Diamond Tiara can just say "No, that's when YOU finally figured out that she'd replaced me, dumbflank." Assuming she pulls a Rarity with the Changelings, Diamond Tiara could potentially come out of this fiasco smelling like a rose(after she gets a chance to bathe, of course)

And the FlimFlam Brothers have apparently lost quite a bit of time getting lost, running out fo fuel, and needing to wait for Otto to find them. Let's hope Harmony Aeronatuics is far enough ahead now to make it to the finish line before they do.

True enough. I'm guessing that the brothers sinister will win by a nose, only for an official to report that they missed a checkpoint during the race(likely when they got lost) and so are disqualified. Maybe one of the brothers will moan and groan about puling all those dirty tricks that should've gotten them disqualified, only for them to be knocked out of the running by a TECHNICALITY. Cue Celestia and Luna frowning at them, having heard the bit about the dirty tricks, then their frowns turn upside down as they FINALLY have enough evidence to toss the duo in the dungeon, or perhaps banish them, or banish them and throw them in a dungeon in the place they were banished to, without it looking like favoritism towards Harmony Aeronautics.

The plot thickens. I can only wonder what Queen Chrysalis will do now that she's assumed Diamond Tiara's position. She can't actually feed off the love between Diamond Tiara and Prince Blueblood, seeing as there isn't any love to be had between them.

Speaking of Diamond Tiara, I have to say what she got was WAY more than I thought she deserved. I would've figured Prince Blueblood would have ratted her out to everypony after the race when she tried a last-ditch attempt to stop Harmony Aeronautics from getting off the ground. Being enslaved by the Changelings? That just seems like too much, IMHO. I wonder if search parties will be called out when ponies discover the switch.

By the way, when I heard mention of Diamond Tiara being put to work in the Changeling Hive's Pod Chambers, it made me wonder for the other ponies they have enslaved there. I guess part of me began to think of those poor unfortunate ponies the Changelings are feeding off of.

On a different subject, I wonder how Princess Celestia is gonna take what happened to her fourth Guard she sent out. She's gotten pretty angry every time the guards got hurt by the Flim Flam Bros.' antics, but this time it was a cockatrice that caused his incapacitation. Perhaps it might alleviate her anger to know it wasn't one of the Flim Flam Bros.' schemes that did it. Though I myself can't really say for sure.

Anyway, nice chapter. I can only wonder at what the next one will hold.

Chrysalis telling Blueblood that he'd never see DT again was probably the best news he'd ever had... ever. I love the chapter, though I'm not sure what to make of all the recent developments. For a minute I'd thought that things just got a LOT more dangerous, and there would be a main fight on our hands at the end (a significant departure from where I'd thought it was going), but then the relative power situation and Blueblood taking the lead tossed it all back in the air.

Blueblood's satisfaction at the end could still spell something dangerous, though. If appreciation turns to love eventually, Chrysalis has a personal power source permanently. That's not even mentioning what mischief the shapechanger can get into with Blueblood's knowledge actually supporting her.

Oh wow, this was such an unexpected chapter! Champion and Charger had me laughing something fierce! The Insano brothers got delayed, I hope enough so Harmony Aeronautics can try to catch up as well as the other racers, though a bit disappointed they didn't get arrested. DT trying to make a mad dash to escape out of the country (why do the bad guys always want to go to Mexico?) and of course, the Changlings! That had me in stitchs, especially when Chrysalis took on DT's form, I had a feeling she wasn't going to get any sustanence from Blueblood at all! Really should have done her research! I guess Luna's little joke has some truth to it now! I am curious to what Blueblood plans to do with her though, though I don't get the vibe he has any malice behind it, he has something planned. And I am also curious if we will ever see DT again? I am glad she is getting her comuppance in a big way (though I doubt the Changlings will get love off her, unless you count her love of power and money). Awesome chapter and I can't wait for the next!